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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported)
April 1, 1996
NHP INCORPORATED
(Exact name of registrant as specified in its charter)
Delaware 000-26572 52-1445137
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State or Other Jurisdiction of (Commission File (I.R.S. Employer
Incorporation or Organization) Number) Identification No.)
1225 EYE STREET, N.W., WASHINGTON, D.C. 20005-3945
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (202) 347-6247
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Item 2. Acquisition or Disposition of Assets
As of April 1, 1996, NHP Incorporated (the "Company") closed
the acquisition of all of the outstanding capital stock of WMF
Holdings Ltd. ("WMF Holdings"), for consideration of approximately
$21 million in the form of $16,800,000 in cash and 210,000 shares
of the Company's unregistered common stock ("NHP Stock"), all of
which shares have been deposited in a holdback escrow account, as
discussed below. The Company acquired WMF Holdings from its sole
stockholder, Commonwealth Overseas Trading Company Limited
("Commonwealth"), pursuant to a Stock Purchase Agreement, as
subsequently amended by the First Amendment to Stock Purchase
Agreement. The Stock Purchase Agreement was previously filed as
Exhibit 10.28 of the Company's Annual Report on Form 10-K filed
with the commission on March 29, 1996 and a copy of the First
Amendment to the Stock Purchase Agreement is attached hereto as
Exhibit 2.2, both of which are incorporated in their entirety by
reference in response to this Item 2.
WMF Holdings is the owner of Washington Mortgage Financial
Group, Ltd. ("Washington Mortgage Financial"), located in Fairfax
County, Virginia, one of the nation's leading multifamily mortgage
originators and servicers. Washington Mortgage Financial had
mortgage servicing contracts aggregating approximately $4.5
billion as of February 29, 1996, and originated approximately $805
million in multifamily and other commercial mortgages in 1995.
Included in Washington Mortgage Financial is WMF/Huntoon, Paige
Associates Limited, a leading FHA mortgage originator and servicer
located in Edison, New Jersey. The Company currently intends to
operate Washington Mortgage Financial as a separate company, under
existing management, with the objective of expanding its market
share in the increasing consolidation of the nation's multifamily
residential mortgage market.
The purchase price, which was determined through arms-length
negotiations between the Company and Commonwealth, was funded from
the Company's revolving credit facility with a group of banks
which includes The First National Bank of Boston, Fleet Bank of
Massachusetts, N.A., Morgan Guaranty Trust Company of New York,
The Riggs National Bank of Washington and First National Bank of
Maryland. The transaction will be accounted for as a purchase. A
portion of the purchase consideration was utilized by WMF Holdings
to retire debt in the amount of $5,000,000 owed to a principal
shareholder of Commonwealth.
The Company also entered into an Escrow Agreement as of April
1, 1996, with Commonwealth and a principal shareholder of
Commonwealth pursuant to which the 210,000 shares of NHP Stock
issued to Commonwealth have been deposited in an escrow account.
The escrow account secures the indemnification obligations of
Commonwealth and the principal shareholder of Commonwealth to the
Company. Commonwealth has informed the Company that it has agreed
in principle to grant to Shekar Narasimhan, who will continue as
the President of WMF Holdings, a minority equity interest in
Commonwealth (as consideration for Mr. Narasimhan's agreement to
terminate an option which he previously held to acquire shares in
WMF Holdings). Mr. Narasimhan and certain other senior officers of
WMF Holdings and its subsidiaries have been elected as officers of
the Company. The Escrow Agreement, attached hereto as Exhibit 2.3,
is incorporated in its entirety by reference in response to this
Item 2.
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Item 7. Financial Statements and Exhibits
(a) FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED
It is impracticable at this time to provide the
financial statements of WMF Holdings Ltd. and Subsidiaries
required by this item. Such financial statements will be filed
with the Securities and Exchange Commission no later than 60 days
after the date of this report.
(b) PRO FORMA FINANCIAL INFORMATION
It is impracticable at this time to provide the pro
forma financial information required by this item. Such pro forma
financial information will be filed with the Securities and
Exchange Commission no later than 60 days after the date of this
report.
(c) EXHIBITS
Exhibit 2.1 - Stock Purchase Agreement by and
between NHP Incorporated and Commonwealth Overseas Trading Company
Limited and Sheik Mohammed A. Al-Tuwaijri dated March 20, 1996
(previously filed as Exhibit 10.28 of the Company's Annual Report
on Form 10-K filed with the Commission on March 29, 1996)
Exhibit 2.2 - First Amendment to Stock Purchase
Agreement by and among NHP Incorporated, Commonwealth Overseas
Trading Company Limited and Sheik Mohammed A. Al-Tuwaijri, dated
as of April 1, 1996
Exhibit 2.3 - Escrow Agreement by and among NHP
Incorporated, Commonwealth Overseas Trading Company Limited, Sheik
Mohammed A. Al-Tuwaijri and State Street Bank and Trust Company,
dated as of April 1, 1996
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.
NHP INCORPORATED
(Registrant)
By: /S/ JOEL F. BONDER
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Joel F. Bonder
Senior Vice President,General Counsel
Dated April 15, 1996